UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 20, 2019
COMSTOCK MINING INC.
(Exact Name of Registrant as Specified in its Charter)
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Nevada (State or Other Jurisdiction of Incorporation) | 001-35200 (Commission File Number) | 65-0955118 (I.R.S. Employer Identification Number) |
117 American Flat Road, Virginia City, Nevada 89440
(Address of Principal Executive Offices, including Zip Code)
Registrant’s Telephone Number, including Area Code: (775) 847-5272
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Securities registered pursuant to Section 12(b) of the Act:
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| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.000666 per share | LODE | NYSE AMERICAN |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Years.
On November 20, 2019, the board of directors of Comstock Mining Inc. (the “Company”) approved a five-for-one (5:1) reverse stock split (the “Reverse Split”) for all issued and outstanding shares of the Company’s common stock, par value $0.000666 (the “Common Stock”) and a contemporaneous five-for-one (5:1) reduction in the number of shares of the Company’s authorized Common Stock from 790,000,000 to 158,000,000 shares, in accordance with the procedures authorized by Nevada Revised Statutes Sections 78.207 and 78.209. The Company will file a Certificate of Change with the Nevada Secretary of State in order to implement the Reverse Split on November 27, 2019. The Reverse Split did not require stockholder approval.
The Reverse Split will be effective for trading purposes at the market opening on November 29, 2019, at which time the Common Stock will begin trading on the NYSE American on a split-adjusted basis. The Common Stock continues to trade under the symbol “LODE.” The new CUSIP number for the Common Stock post-Reverse Split will be 205750300.
The Company will round up to the next full share of the Common Stock any fractional shares that result from the Reverse Split.
A copy of the Certificate of Change is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 8.01 Other Events.
On November 25, 2019, the Company announced an update on the Company’s strategic initiatives, transactions and an overview of the estimated economic value associated with such activities.
A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| | COMSTOCK MINING INC. |
| Date: November 25, 2019 | By: | /s/ Corrado DeGasperis |
| | | Name: Corrado De Gasperis Title: Executive Chairman and Chief Executive Officer |
